Our business plan is to seek, investigate, and, if warranted, acquire an interest
in a business opportunity. Our acquisition of a business opportunity may be
made by merger, exchange of stock, or otherwise. We have very limited sources
of capital, and we probably will only be able to take advantage of one business
opportunity. As of the date of this filing we have not identified any business
opportunity that we plan to pursue, nor have we reached any preliminary or definitive
agreements or understandings with any person concerning an acquisition or merger.
The current economy creates more challenges for the success of our business
plan. With the general lack of investor confidence and the uncertainty related
to the future global economy, management believes that equity investments and
transactions may be less attractive then they have been in the past. However,
management believes that it is possible, if not probable, for a company like
ours, without many assets or liabilities, to negotiate a merger or acquisition
with a viable private company. The opportunity arises principally because of
the expensive legal and accounting fees and the length of time associated with
the registration process of “going public.” But if the global economy
fails to grow, then it is very possible that there would be little or no economic
value for another company to enter into a transaction with Prestige.
Our search for a business opportunity will not be limited to any particular
geographical area or industry and includes both U.S. and international companies.
Our management has unrestricted discretion in seeking and participating in a
business opportunity, subject to the availability of such opportunities, economic
conditions and other factors. Our management believes that companies who desire
a public market to enhance liquidity for current stockholders, or plan to acquire
additional assets through issuance of securities rather than for cash, will
be potential merger or acquisition candidates.
The selection of a business opportunity in which to participate is complex and
extremely risky and will be made by management in the exercise of his business
judgment. Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no operating business and may
acquire or participate in a business opportunity based on the decision of management
which will, in all probability, act without consent, vote, or approval of our
stockholders. We cannot assure you that we will be able to identify and merge
with or acquire any business opportunity which will ultimately prove to be beneficial
to Prestige and our stockholders. Should a merger or acquisition prove unsuccessful,
it is possible management may decide not to pursue further acquisition activities
and management may abandon our search and we may become dormant or be dissolved.
It is possible that the range of business opportunities that might be available
for consideration by us could be limited by the fact that our common stock is
quoted on the OTC Bulletin Board and there is not currently an active public
trading market for our common stock. We cannot assure you that a market will
develop or that a stockholder will be able to liquidate his/her/its investments
without considerable delay, if at all. If a market develops, our shares will
likely be subject to the rules of the Penny Stock Suitability Reform Act of
1990. The liquidity of penny stock is affected by specific disclosure procedures
required by those rules to be followed by all broker-dealers, including but
not limited to, determining the suitability of the stock for a particular customer,
and obtaining a written agreement from the customer to purchase the stock. This
rule may affect the ability of broker-dealers to sell our securities and may
affect the ability of purchasers to sell our securities in any market.
We anticipate that business opportunities will come to our attention from various
sources, including our sole officer and director, our stockholders, professional
advisors, such as attorneys and accountants, securities broker-dealers, investment
banking firms, venture capitalists, members of the financial community and others
who may present unsolicited proposals. Management expects that prior personal
and business relationships may lead to contacts with these various sources.
We expect that our due diligence will encompass, among other things, meetings
with the target business’s incumbent management and inspection of its
facilities, as necessary, as well as a review of financial and other information
which is made available to our management. This due diligence review may be
conducted either by our management or by unaffiliated third parties we may engage.
Our limited funds and the lack of full-time management will likely make it impracticable
to conduct a complete and exhaustive investigation and analysis of a target
business before we consummate a business combination. We anticipate that we
will rely upon funds provided by advances and/or loans from management and significant
stockholders to conduct investigation and analysis of any potential target companies
or businesses. We may also rely upon the issuance of our common stock in lieu
of cash payments for services or expenses related to any analysis. Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if we had more funds
available to us, would be desirable. We will be particularly dependent in making
decisions upon information provided by the promoters, owners, sponsors or other
persons associated with the target business seeking our participation.